PUBLIC STATEMENT UNDER RULE 2A.09(7) -Mr Ngai Hor Ying, Mr Ngai Man Sang (collectively, the "Relevant Directors") of Dong Jian Tech.Com Holdings Limited (formerly known as Dong Jian Group Holdings Limited) (the "Company")

Regulatory

20 Jun 2001

PUBLIC STATEMENT UNDER RULE 2A.09(7)

Mr Ngai Hor Ying
Mr Ngai Man Sang
(collectively, the "Relevant Directors")
of
Dong Jian Tech.Com Holdings Limited
(formerly known as Dong Jian Group Holdings Limited)
(the "Company")

The Stock Exchange of Hong Kong (the Exchange) hereby publicly states that in the Exchange's opinion, the retention of office by each of the Relevant Directors is prejudicial to the interests of investors by reason of the wilful and/or persistent failure by each of the Relevant Directors to discharge his responsibilities under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Exchange Listing Rules") and under the Declaration and Undertaking with regard to Directors given by the Relevant Directors to the Exchange in the form set out in Appendix 5B of the Exchange Listing Rules (the "Director's Undertaking").

At a disciplinary hearing by the Listing Committee, a disciplinary (review) hearing by the Listing Committee and a further disciplinary (review) hearing by the Listing Appeals Committee held on 16 May 2000, 5 September 2000 and 24 April 2001 respectively, the Listing Committee and the Listing Appeals Committee, both of the Exchange, conducted hearings into the conduct of, among other things, the Company and the Relevant Directors (executive directors of the Company), in connection with: (i) the failure of the Company to have an adequate public float of at least 25 % of its issued shares in public hands, as defined under Rule 8.24 of the Exchange Listing Rules, and as required by Rule 8.08 of the Exchange Listing Rules; and (ii) the failure of the Company to use the proceeds (the "Proceeds") raised from its new issue directly in accordance with the manner stated in the prospectus of the Company dated 30 June 1998 (the "Prospectus") and the failure to disclose this fact to the shareholders and investing public by way of a public announcement as required by Paragraph 2(1) of the Listing Agreement.

Public Float
From its listing on the Exchange on 15 July 1998 until 13 July 1999, a period of almost one year, the Company's public float was substantially below the prescribed figure of not less than 25% required under the Exchange Listing Rules. The independent committee of the Company's Board, which comprised two independent non-executive directors of the Company, concluded that there was only about 5.65% of the issued shares of the Company in public hands during that period.
Timely Disclosure of the Change in the Use of the Proceeds
The Company failed to make a timely disclosure about the change in the use of the Proceeds, amounting to HK$28.8 million after expenses, in accordance with statements made in the Prospectus. The Prospectus stated that the funds were to be used for property development and general working capital. Instead, approximately HK$28.1 million of the Proceeds were paid to a single third party, a company not related to the Company and its subsidiaries, to directly fund the acquisition of the newly issued shares in the Company by nominees who held such shares on behalf of certain parties in the PRC, comprising employees of the Company's subsidiaries in the PRC and other investors in the PRC independent of the Company.

The Listing Committee concluded that there were, among other things, breaches of Rule 8.08 of the Exchange Listing Rules and Paragraph 2(1) of the Listing Agreement.

The Listing Committee found that by virtue of the said breaches of the Exchange Listing Rules and the Listing Agreement, the Relevant Directors breached their respective Director's Undertaking, whereby each of them undertook to comply to the best of his ability with the Exchange Listing Rules from time to time in force, and to use his best endeavours to procure that the Company would so comply.

The Listing Committee further found that such breaches were wilful and/or persistent on the part of the Relevant Directors and regarded the retention of office by the Relevant Directors as being prejudicial to the interests of investors.

The Listing Appeals Committee hereby states publicly that in the Exchange's opinion, the retention of office by each of the Relevant Directors is prejudicial to the interests of investors.

For the avoidance of doubt, the Exchange confirms that in relation to this matter it is not hereby making any public statement concerning the Company, or any present or former member of the Board of Directors of the Company, save for the Relevant Directors.

Updated 20 Jun 2001